99 Acquisition PRE 14A Preliminary proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a party other than the Registrant		☐

Check the appropriate box:

☒		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under § 240.14a-12

99 Acquisition Group Inc.

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION DATED JULY 22, 2024

99 ACQUISITION GROUP INC.
14 Noblewood Ct
Gaithersburg, MD 20878

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [•], 2024

TO THE STOCKHOLDERS OF 99 ACQUISITION GROUP INC.:

You are cordially invited to attend the special meeting (the “special meeting”) of stockholders of 99 Acquisition Group Inc. (the “Company,” “we,” “us” or “our”), to be held at [•], on [•], 2024. The special meeting will be held virtually, at [•]. Stockholders will not be able to attend the special meeting in-person. At the special meeting, the stockholders will consider and vote upon the following proposals:

1. To amend (the “Extension Amendment”) the Company’s Amended and Restated Certificate of Incorporation (our “charter”) to allow the Company to extend the date by which the Company must consummate a business combination (as defined below) (the “Extension”) from May 22, 2024 (the date that is 9 months from the closing date of the Company’s initial public offering of units (the “IPO”)) to August 22, 2024 (the date that is 15 months from the closing date of the IPO) (the “Amended Date”) and on a monthly basis up to nine times from the Amended Date to May 22, 2025 (the date that is 21 months from the closing date of the IPO) (the “Extended Date”) (collectively, the “Extension Amendment Proposal”);

2. To amend (the “Trust Amendment”) the Investment Management Trust Agreement, dated August 17, 2023 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (the “trust account”) if the Company has not completed its initial business combination, from May 22, 2024 (the date that is 9 months from the closing date of the IPO) to August 22, 2024 (the date that is 15 months from the closing date of the IPO) (the “Initial Extension”) and on a monthly basis up to nine times from the Amended Date to May 22, 2025 (the date that is 21 months from the closing date of the IPO) by depositing an extension payment (the “Extension Payment”) of (i) $750,000 into the trust account in accordance with the terms of the Company’s charter for the Initial Extension and (ii) the lesser of (a) $[_] and (b) $[_] into the trust account for each public share that has not been redeemed in accordance with the terms of the Company’s charter for each subsequent one-month extension from the Amended Date to the Extended Date (collectively, the “Trust Amendment Proposal”);

3. To amend the Company’s charter to provide for the right of a holder of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock” or the “founder shares”), to convert into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock” or “public shares”), on a one-for-one basis at any time, and from time to time, prior to the closing of a business combination at the election of the holder (collectively, the “Founder Share Amendment Proposal”); and

4. To approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension (collectively, the “Adjournment Proposal”). The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal.

Each of the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal, and the Adjournment Proposal is more fully described in the accompanying proxy statement. The special meeting will be a virtual meeting. You will be able to attend and participate in the special meeting online by visiting [•]. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

Table of Contents

Please see “Questions and Answers about the Special Meeting — How do I attend the special meeting?” for more information.

Currently, our charter provides that if the Company has not consummated its business combination within 9 months from the date of the closing of the IPO (the “Deadline Date”), the Board of Directors (the “Board”), may, if requested by the Sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months, by depositing $750,000 into the Company’s trust account for each three month extension. In the absence of such extension by the Deadline Date, the charter provides that the Company shall, among other things, cease all operations except for the purpose of winding up. The Sponsor attempted to extend the Deadline Date by three months by depositing the extension fee via several wires in May 2024 but some of those wires were not received until after the Deadline Date. Since the full $750,000 required for a three month extension was not deposited into the trust account by the Deadline Date, the attempted extension was defective under the charter (the “Defective Extension Attempt”) and the Company is required under the charter to cease operations except for the purpose of winding-up.

Even though the Deadline Date has passed, the Company wishes to amend the charter in accordance with Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) and the applicable provisions of the charter to set a new Deadline Date and make other changes to the charter as set forth in this proxy statement. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will have the right to extend the Deadline Date for an initial three month period from May 22, 2024 to August 22, 2024, followed by nine additional one (1) month Extensions up to the Extended Date, provided that each Extension Payment is deposited into the Trust Account on or prior to the date of each applicable deadline.

The sole purpose of the Extension Amendment and the Trust Amendment is to provide the Company with sufficient time to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “business combination”). As disclosed in the Current Report on Form 8-K filed with the SEC on February 14, 2024, on February 12, 2024, the Company entered into a Merger Agreement (the “Merger Agreement”) by and among Nava Health MD, Inc., a Maryland corporation (“Nava”), and NNAG Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into Nava (the “Merger”) with Nava as the surviving corporation of the Merger and becoming a wholly-owned subsidiary of the Company. On February 14, 2024, the Company filed a Registration Statement on Form S-4 (the “Registration Statement”) in connection with the Merger, which was subsequently amended on April 26, 2024. The Registration Statement has not been declared effective by the SEC. The Company believes that given the Company’s expenditure of time, effort and money in connection with the Merger, circumstances warrant providing public stockholders an opportunity to consider the Merger and related transactions. Accordingly, our Board believes that the Extension is necessary in order for the Company to be able to continue pursuing the Merger with Nava. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the Deadline Date in order to provide our stockholders with the opportunity to participate in the prospective investment. Without the Extension, the Company will not be able to complete a business combination and would be forced to liquidate.

If the Founder Share Amendment Proposal is not approved and there are significant requests for redemption, such redemption may prevent the Company from being able to obtain the Extension. The Company believes that the Founder Share Amendment Proposal is in the best interest of the Company because it allows increased flexibility for 99 Acquisition Sponsor LLC (the “Sponsor”) to convert its Class B common stock to Class A common stock and that may aid the Company in retaining investors and meeting continued listing requirements necessary to continue to pursue a business combination. The holders of the issued and outstanding founder shares have informed the Company that, if the Founder Share Amendment Proposal is approved, the Sponsor expects to convert substantially all of the founder shares into Class A common stock of the Company, in accordance with the terms of the Founder Share Amendment Proposal, prior to any redemption in connection with the Extension Amendment Proposal. Notwithstanding the conversion, such holders will not be entitled to receive any monies held in the Trust Account as a result of their ownership of any Class A common stock. The holders of the founder shares will continue to be subject to the same restrictions as holders of the Class B common stock before the conversion including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a business combination as described in the Company’s final prospectus dated August 17, 2023, filed with the SEC in connection with its IPO.

Table of Contents

The purpose of the Adjournment Proposal is to allow the Company to adjourn the special meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.

As contemplated by the Company’s charter, the holders of public shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not previously released which shall be net of taxes payable, and less interest to pay dissolution expenses, calculated as of two business days prior to the special meeting. You may elect to redeem your public shares in connection with the special meeting.

Each of the Company, the Sponsor, or any of its affiliates or designees (the “Contributors”) have agreed that if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, they will deposit (i) $750,000 into the trust account in accordance with the terms of the Company’s charter for the Initial Extension (which amount was previously deposited into, and is currently being held in, the trust account pursuant to the Defective Extension Attempt) and (ii) the lesser of (a) $[_] and (b) $[_] into the trust account for each public share that has not been redeemed in accordance with the terms of the Company’s charter for each subsequent one-month extension from the Amended Date to the Extended Date. Each such deposit is referred to herein as an “Extension Payment.” Each Extension Payment will be deposited in the trust account on or prior to the beginning of the additional extension period (or portion thereof), other than the first Extension Payment which was already wired into the trust account in connection with the defective extension attempt by the Sponsor. If the Company extends the time to complete a business combination to May 22, 2025, the Contributors will make aggregate Extension Payments in the amount of $[_] (assuming no public shares are redeemed).

The Contributors will not make any Extension Payment unless the Extension Amendment Proposal and the Trust Amendment Proposal are both approved and the Deadline Date is extended, except with respect to the Extension Payment for the Initial Extension which was previously deposited into, and is currently being held in, the trust account pursuant to the Defective Extension Attempt. The Extension Payment(s) will not bear any interest. The Extension Payments will be lost if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the trust account. The Company will have the sole discretion whether to continue extending the time to complete a business combination until the Extended Date, and if the Company determines not to continue extending for an additional period, any obligation to make additional Extension Payments will terminate. If this occurs, or if the Company’s Board otherwise determines that the Company will not be able to consummate an initial business combination by the Extended Date and does not wish to seek an additional Extension, the Company will wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved.

The affirmative vote of a majority of the Company’s outstanding Class A common stock, par value $0.0001 per share (“Class A common stock” or the “public shares”), and Class B common stock, par value $0.0001 per share (“Class B common stock” or the “founder shares” and, together with the public shares, the “common stock”), voting together as a single class, will be required to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal. Approval of the Trust Amendment Proposal requires an affirmative vote of 65% of the outstanding common stock, voting as a single class. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension. Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the special meeting.

Our Board has fixed the close of business on [•], 2024 as the record date for determining the Company’s stockholders entitled to receive notice of and vote at the special meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the special meeting or any adjournment thereof. A complete list of stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the Company’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Table of Contents

In connection with the Extension Amendment Proposal and the Founder Share Amendment Proposal, holders of public shares (“public stockholders”) may elect to redeem their public shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes or to fund the Company’s working capital requirements, divided by the number of then outstanding public shares (the “Election”), regardless of whether such public stockholders vote on the Extension Amendment Proposal, the Trust Amendment Proposal, or the Founder Share Amendment Proposal. If the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal are approved by the requisite vote of stockholders, holders of public shares that do not make the Election will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth in our charter, as amended. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date.

The Company estimates that the per share price at which the public shares may be redeemed from cash held in the trust account will be approximately $[•] at the time of the special meeting. The closing price of the Company’s Class A common stock on The Nasdaq Global Market on [•], 2024, the record date of the special meeting, was $[•]. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder receiving approximately $[•] more per share than if such stockholder sold the public shares in the open market. The Company cannot assure public stockholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

The Adjournment Proposal, if adopted, will allow our Board to adjourn the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies. The Adjournment Proposal will be presented to our stockholders only in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal, and/or the Founder Share Amendment Proposal.

Because the Company did not consummate an initial business combination by the original Deadline Date, as contemplated by the IPO prospectus and in accordance with our charter, if the Extension Amendment Proposal or the Trust Amendment Proposal is not approved, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes or to fund the Company’s working capital requirements (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, including the warrants included in the units sold in the IPO (the “public warrants”), which will expire worthless in the event the Company winds up.

You are not being asked to vote on a business combination at this time. If any of the Extension Proposal or the Founder Share Proposal is effected and you do not elect to redeem your public shares in connection with the Extension, you will retain the right to vote on a business combination when it is submitted to the public stockholders (provided that you are a stockholder on the record date for a meeting to consider a business combination) and the right to redeem your public shares for a pro rata portion of the trust account in the event a business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

After careful consideration of all relevant factors, our Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal, and, if presented, the Adjournment Proposal.

Table of Contents

Enclosed is the proxy statement containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal, and the Adjournment Proposal and the special meeting. Whether or not you plan to attend the special meeting, the Company urges you to read this material carefully and vote your shares.

[•], 2024		By Order of the Board of Directors,

		Hiren Patel
		Chairman of the Board

Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. If you are a stockholder of record, you may also cast your vote virtually at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote virtually at the special meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting against the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal, and an abstention will have the same effect as voting against the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on [•], 2024: This notice of meeting and the accompanying proxy statement are available at [•].

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES, PUBLIC WARRANTS AND PUBLIC RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON [•], 2024, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER YOUR SHARES OF CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Table of Contents

PROXY STATEMENT — DATED [•], 2024

99 ACQUISITION GROUP INC.
14 Noblewood Ct
Gaithersburg, MD 20878

PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [•], 2024

The special meeting (the “special meeting”) of 99 Acquisition Group Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), will be held at [•], on [•], 2024. The special meeting will be held virtually, at [•]. Stockholders will not be able to attend the special meeting in-person. At the special meeting, the stockholders will consider and vote upon the following proposals:

2. To amend (the “Trust Amendment”) the Investment Management Trust Agreement, dated August 17, 2023 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (the “trust account”) if the Company has not completed its initial business combination, from May 22, 2024 (the date that is 9 months from the closing date of the IPO) to August 22, 2024 (the date that is 15 months from the closing date of the IPO) (the “Initial Extension”) and on a monthly basis up to nine times from the Amended Date to May 22, 2025 (the date that is 21 months from the closing date of the IPO) by depositing (i) $750,000 into the trust account in accordance with the terms of the Company’s charter for the Initial Extension and (ii) the lesser of (a) $[_] and (b) $[_] into the trust account for each public share that has not been redeemed in accordance with the terms of the Company’s charter for each subsequent one-month extension from the Amended Date to the Extended Date (collectively, the “Trust Amendment Proposal”);

Please see “Questions and Answers about the Special Meeting — How do I attend the special meeting?” for more information.

Table of Contents

Currently, our charter provides that if the Company has not consummated its business combination within 9 months from the date of the closing of the IPO (the “Deadline Date”), the Board, may, if requested by the Sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months, by depositing $750,000 into the Company’s trust account for each three month extension. In the absence of such extension by the Deadline Date, the charter provides that the Company shall, among other things, cease all operations except for the purpose of winding up. The Sponsor attempted to extend the Deadline Date by three months by depositing the extension fee via several wires in May 2024 but some of those wires were not received until after the Deadline Date. Since the full $750,000 required for a three month extension was not deposited into the trust account by the Deadline Date, the attempted extension was defective under the charter (the “Defective Extension Attempt”) and the Company is required under the charter to cease operations except for the purpose of winding-up.

Table of Contents

stockholders, holders of public shares that do not make the Election will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth in our charter, as amended. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date.

The withdrawal of funds from the trust account in connection with the Election will reduce the amount held in the trust account following the Election, and the amount remaining in the trust account after such withdrawal may be only a fraction of the $[•] (including interest, but less the funds used to pay taxes and for working capital requirements) that was in the trust account as of the record date. In such event, the Company may still seek to obtain additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes or to fund the Company’s working capital requirements, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended. However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, we cannot assure that the Sponsor would be able to satisfy those obligations.

Table of Contents

Under the General Corporation Law of the State of Delaware (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

However, because the Company will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires the Company to adopt a plan, based on facts known to the Company at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against the Company within the subsequent ten years following our dissolution. However, because the Company is a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

If the Extension Amendment Proposal and the Founder Share Amendment Proposal are approved, such approval will constitute consent for the Company to (i) remove from the trust account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed, multiplied by the per share price, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes or to fund the Company’s working capital requirements, divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved.

Our Board has fixed the close of business on [•], 2024 as the date for determining the Company stockholders entitled to receive notice of and vote at the special meeting. Only record holders of the Company’s common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 7,575,000 outstanding shares of the Company’s Class A common stock and 2,500,000 outstanding shares of the Company’s Class B common stock, which vote together as a single class with respect to the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal. The Company’s warrants do not have voting rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal or, if presented, the Adjournment Proposal.

This proxy statement contains important information about the special meeting and the proposals to be voted on at the special meeting. Please read it carefully and vote your shares.

This proxy statement is dated [_], 2024 and is first being mailed to stockholders on or about that date.

By Order of the Board of Directors of 99 Acquisition Group Inc.

Hiren Patel
Chairman of the Board

Table of Contents

TABLE OF CONTENTS

		Page
FORWARD-LOOKING STATEMENTS		ii
RISK FACTORS		1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING		3
THE SPECIAL MEETING		15
Date, Time, Place and Purpose of the Special Meeting		15
Voting Power; Record Date		15
Votes Required		15
Voting		16
Revocability of Proxies		17
Attendance at the Special Meeting		17
Solicitation of Proxies		17
Redemption Rights		17
No Right of Appraisal		19
Other Business		19
Principal Executive Offices		19
THE EXTENSION AMENDMENT PROPOSAL		20
Background		20
The Extension Amendment		20
Reasons for the Proposal		21
If the Extension Amendment Proposal is Not Approved		21
If the Extension Amendment Proposal is Approved		22
Interests of the Company’s Directors and Executive Officers		22
Required Vote		23
Recommendation		24
THE TRUST AMENDMENT PROPOSAL		25
Overview		25
Reasons for the Proposal		25
Vote Required for Approval		25
Recommendation		25
THE FOUNDER SHARE AMENDMENT PROPOSAL		26
Overview		26
If the Founder Share Amendment Proposal is Not Approved		26
If the Founder Share Amendment Proposal is Approved		26
Recommendation		27
THE ADJOURNMENT PROPOSAL		28
Overview		28
Recommendation		28
PRINCIPAL STOCKHOLDERS		29
DELIVERY OF DOCUMENTS TO STOCKHOLDERS		30
WHERE YOU CAN FIND MORE INFORMATION		31
ANNEX A		A-1
ANNEX B		B-1

Table of Contents

FORWARD-LOOKING STATEMENTS

This proxy statement contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, including as they relate to a business combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. They involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, including as they relate to a business combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management. Actual results and stockholders’ value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo-political risks, acts of terror or war, and those risk factors described under “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K, as amended, filed with the SEC on April 5, 2024 and Form 10-Q filed with the SEC on May 21, 2024, in this proxy statement, in the Registration Statement and in other reports the Company files with the SEC. Many of the risks and factors that will determine these results and stockholders’ value are beyond the Company’s ability to control or predict.

All such forward-looking statements speak only as of the date of this proxy statement. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this “Forward-Looking Statements” section.

Table of Contents

RISK FACTORS

You should consider carefully all of the risks described in our Annual Report on Form 10-K, filed with the SEC on April 5, 2024, our Quarterly Report on Form 10-Q filed with the SEC on May 21, 2024, in the Registration Statement, and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Registration Statement and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

If we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To avoid that result, we may determine, in our discretion, to liquidate the securities held in the trust account.

There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”) and we may in the future be subject to a claim that we have been operating as an unregistered investment company. If we are deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

The funds in the trust account have, since our initial public offering, been held only in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), we may, in our own discretion, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government securities or money market funds held in the trust account. This may mean that the amount of funds available for redemption would not increase, thereby reducing the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

In addition, the longer that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time.

We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.

The Sponsor is not controlled by and it does not have substantial ties with a non-U.S. person. Hiren Patel, the manager of the Sponsor, is a U.S. citizen. We do not expect the Company to be considered a “foreign person” under the regulations administered by CFIUS. However, if our initial business combination with a U.S. business is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business, FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination,

Table of Contents

impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by the timeframe permitted under our charter because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive an amount per share that will be determined by when we liquidate and whether the Extension Amendment Proposal has been approved, and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

Why am I receiving this proxy statement?

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the special meeting, or at any adjournments thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the special meeting.

99 Acquisition Group Inc. (“NNAG”) is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. NNAG was incorporated under the laws of Delaware on June 14, 2022.

On August 22, 2023, NNAG closed its initial public offering of 7,500,000 units, with each unit consisting of one share of its NNAG’s Class A common stock, one warrant and one right, at an offering price of $10.00 per unit, generating total gross proceeds of $75,000,000. Each whole warrant entitles the holder thereof to purchase one share of NNAG’s Class A common stock at a price of $11.50 per share, subject to adjustment. Each right entitles the holder thereof to receive one-fifth (1/5) of one share of NNAG’s Class A common stock upon the consummation of an initial business combination.

Simultaneously with the consummation of the NNAG IPO and the exercise of the underwriters’ over-allotment option, NNAG consummated the private sale of 2,865,500 warrants at $1.00 per warrant for an aggregate purchase price of $2,865,500. A total of $75,750,000, was deposited into the trust account and the remaining net proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The trust account was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earliest of: (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s charter (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if the Company does not complete our initial business combination within 9 months from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination by the Deadline Date.

Currently, our charter provides that if the Company has not consummated its business combination within 9 months from the date of the closing of the IPO, the Board, may, if requested by the Sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months, by depositing $750,000 into the Company’s trust account for each three month extension. In the absence of such extension by the Deadline Date, the charter provides that the Company shall, among other things, cease all operations except for the purpose of winding up. The Sponsor attempted to extend the Deadline Date by three months by depositing the extension fee via several wires in May 2024 but some of those wires were not received until after the Deadline Date. Since the full $750,000 required for a three month extension was not deposited into the trust account by the Deadline Date, the attempted extension was defective under the charter and the Company is required under the charter to cease operations except for the purpose of winding-up.

Even though the Deadline Date has passed, the Company wishes to amend the charter in accordance with Section 242 of the DGCL and the applicable provisions of the charter to set a new Deadline Date and make other changes to the charter as set forth in this proxy statement. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will have the right to extend the Deadline Date for an initial three month period from May 22, 2024 to August 22, 2024, followed by nine additional one (1) month Extensions up to the Extended Date, provided that each Extension Payment is deposited into the Trust Account on or prior to the date of each applicable deadline.

Table of Contents

The sole purpose of the Extension Amendment and the Trust Amendment is to provide the Company with sufficient time to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses. As disclosed in the Current Report on Form 8-K filed with the SEC on February 14, 2024, on February 12, 2024, the Company entered into a Merger Agreement by and among Nava, and Merger Sub, pursuant to which Merger Sub will merge with and into Nava with Nava as the surviving corporation of the Merger and becoming a wholly-owned subsidiary of the Company. On February 14, 2024, the Company filed a Registration Statement on Form S-4 in connection with the Merger, which was subsequently amended on April 26, 2024. The Registration Statement has not been declared effective by the SEC. The Company believes that given the Company’s expenditure of time, effort and money in connection with the Merger, circumstances warrant providing public stockholders an opportunity to consider the Merger and related transactions. Accordingly, our Board believes that the Extension is necessary in order for the Company to be able to continue pursuing the Merger with Nava. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the Deadline Date in order to provide our stockholders with the opportunity to participate in the prospective investment. Without the Extension, the Company will not be able to complete a business combination and would be forced to liquidate.

What is being voted on?

You are being asked to vote on each of Extension Amendment Proposal, the Founder Share Amendment Proposal, and, if presented, the Adjournment Proposal. The proposals are listed below:

1. Extension Amendment Proposal: To amend our charter to allow the Company to extend the date by which the Company must consummate a business combination from May 22, 2024 (the date that is 9 months from the closing date of the IPO) to August 22, 2024 (the date that is 15 months from the closing date of the IPO) and on a monthly basis up to nine times from the Amended Date to May 22, 2025 (the date that is 21 months from the closing date of the IPO).

2. Trust Amendment Proposal: To amend the Trust Agreement to extend the liquidation date from May 22, 2024 to August 22, 2024 and on a monthly basis up to nine times from the Amended Date to May 22, 2025.

3. Founder Share Amendment Proposal: To amend our charter to provide for the right of a holder of the Company’s Class B common stock to convert into shares of the Company’s Class A common stock, on a one-for-one basis at any time, and from time to time, prior to the closing of a business combination at the election of the holder.

4. Adjournment Proposal: To approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal, or if we determine that additional time is necessary to effectuate the Extension. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal.

What are the purposes of the Extension Amendment, the Trust Amendment and the Founder Share Amendment?

The sole purpose of the Extension Amendment and the Trust Amendment is to provide the Company with sufficient time to complete a business combination. As disclosed in the Current Report on Form 8-K filed with the SEC on February 14, 2024, on February 12, 2024, the Company entered into a Merger Agreement by and among Nava, and Merger Sub, pursuant to which Merger Sub will merge with and into Nava with Nava as the surviving corporation of the Merger and becoming a wholly-owned subsidiary of the Company. On February 14, 2024, the Company filed a Registration Statement on Form S-4 in connection with the Merger, which was subsequently amended on April 26, 2024. The Registration Statement has not been declared effective by the SEC. The Company believes that given the Company’s expenditure of time, effort and money in connection with the Merger, circumstances warrant providing public stockholders an opportunity to consider the Merger and related transactions. Accordingly, our Board believes that the Extension is necessary in order for the Company to be able to continue pursuing the Merger with Nava. Therefore, our Board has determined that it is in the best interests of our stockholders to extend

Table of Contents

the Deadline Date in order to provide our stockholders with the opportunity to participate in the prospective investment. Without the Extension, the Company will not be able to complete a business combination and would be forced to liquidate.

You are not being asked to vote on any proposed business combination at this time. If any of the Extension Proposal or the Founder Share Proposal is effected and you do not elect to redeem your public shares now, you will retain the right to vote on any proposed business combination when and if one is submitted to the public stockholders (provided that you are a stockholder on the record date for a meeting to consider a business combination) and the right to redeem your public shares for a pro rata portion of the trust account in the event a proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

If the Founder Share Amendment Proposal is not approved and there are significant requests for redemption, such redemption may prevent the Company from being able to obtain the Extension. The Company believes that the Founder Share Amendment Proposal is in the best interest of the Company because it allows increased flexibility for the Sponsor to convert its Class B common stock to Class A common stock and that may aid the Company in retaining investors and meeting continued listing requirements necessary to continue to pursue a business combination. The holders of the issued and outstanding founder shares have informed the Company that, if the Founder Share Amendment Proposal is approved, the Sponsor expects to convert substantially all of the founder shares into Class A common stock of the Company, in accordance with the terms of the Founder Share Amendment Proposal, prior to any redemption in connection with the Extension Amendment Proposal. Notwithstanding the conversion, such holders will not be entitled to receive any monies held in the Trust Account as a result of their ownership of any Class A common stock. The holders of the founder shares will continue to be subject to the same restrictions as holders of the Class B common stock before the conversion including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a business combination as described in the Company’s final prospectus dated August 17, 2023, filed with the SEC in connection with its IPO.

Approval of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension.

If any of the Extension Proposal or the Founder Share Proposal is effected, such approval will constitute consent for the Company to remove the Withdrawal Amount from the trust account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the trust account for the Company’s use in connection with consummating a business combination on or before the Extended Date.

If the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal are approved and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account following the Election. The Company cannot predict the amount that will remain in the trust account after such withdrawal if the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal are approved and the amount remaining in the trust account may be only a fraction of the $[•] (including interest but less the funds used to pay taxes and for working capital requirements) that was in the trust account as of the record date. In such event, the Company may still seek to obtain additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

Table of Contents

funds held in the trust account and not previously released to the Company to pay taxes or to fund the Company’s working capital requirements (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete an initial business combination by the Deadline Date.

The Adjournment Proposal will be presented at the special meeting only if there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal, or if we determine that additional time is necessary to effectuate the Extension.

Why should I vote for the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal?

Our Board believes stockholders will benefit from the Company consummating a business combination and is proposing the Extension Amendment Proposal and the Trust Amendment Proposal to extend the date by which the Company must complete a business combination until the Extended Date. The Extension would give the Company the opportunity to complete a business combination, which our Board believes is in the best interests of the stockholders.

Our charter provides that if our stockholders approve an amendment to our charter that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not complete a business combination by the Deadline Date, the Company will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes or to fund the Company’s working capital requirements, divided by the number of then outstanding public shares. This charter provision was included to protect the Company’s stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter. The Company also believes, however, that given the Company’s expenditure of time, effort and money in connection with the Merger, circumstances warrant providing those who believe they might find a business combination to be an attractive investment with an opportunity to consider such transaction.

The Trust Agreement provides that if a business combination has not been consummated, upon the date which is 9 months after the closing of the IPO, or May 22, 2024, the trust account is to be liquidated and its proceeds are to be distributed to the Company’s public stockholders of record as of such date, including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes or to fund the Company’s working capital requirements (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses). The purpose of the Trust Amendment is to amend the Trust Agreement to extend the liquidation date of the trust account from May 22, 2024 to August 22, 2024 and on a monthly basis up to nine times from August 22, 2024 to May 22, 2025 to match the Company’s charter if the Extension Amendment is approved.

The Company believes stockholders will benefit from the Company consummating a business combination and is proposing the Founder Share Amendment Proposal to allow increased flexibility for the Sponsor to convert its shares in the best interest of the Company and may aid the Company in retaining investors and meeting continued listing requirements on Nasdaq Global Market necessary to continue to pursue a business combination. Without the Founder Share Amendment, the Company believes that it may be more difficult to complete a business combination. If that were to occur, the Company may be forced to liquidate.

Our Board recommends that you vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal but expresses no opinion as to whether you should redeem your public shares.

Table of Contents

Why should I vote for the Adjournment Proposal?

If the Adjournment Proposal is presented and not approved by our stockholders, our Board may not be able to adjourn the special meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal, and/or the Founder Share Amendment Proposal.

Our Board recommends that you vote in favor of the Adjournment Proposal.

When would the Board abandon the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal?

Our Board will abandon the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal if our stockholders do not approve the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal. In addition, notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.

How do the Company insiders intend to vote their shares?

The Company’s initial stockholders (the “initial stockholders”) and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of all proposals.

The initial stockholders are not entitled to redeem the founder shares or any public shares held by them. On the record date, the initial stockholders beneficially owned and were entitled to vote 2,500,000 founder shares, which represents 25% of the Company’s issued and outstanding common stock.

In addition, the Company’s initial stockholders or advisors, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the open market prior to or following the special meeting, although they are under no obligation to do so. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NASDAQ rules. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals to be voted upon at the special meeting is approved by the requisite number of votes and to reduce the number of public shares that are redeemed. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Extension Amendment Proposal, the Trust Amendment Proposal, or the Founder Share Amendment Proposal and elected to redeem their shares for a portion of the trust account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal. None of the initial stockholders, advisors or their respective affiliates may make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Does the Board recommend voting for the approval of the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal and, if presented, the Adjournment Proposal?

Yes. After careful consideration of the terms and conditions of the proposals, the Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board unanimously recommends that stockholders vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal and, if presented, the Adjournment Proposal.

What vote is required to adopt the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal?

Approval of the Extension Amendment Proposal and the Founder Share Amendment Proposal will require the affirmative vote of holders of a majority of the Company’s outstanding Class A common stock and Class B common stock, voting together as a single class, including those shares held as a constituent part of our units, on the record date. Approval of the Trust Amendment Proposal requires an affirmative vote of 65% of the outstanding common stock, voting together as a single class, including those shares held as a constituent part of our units, on the record date.

Table of Contents

If the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal are approved, any holder of public shares may redeem all or a portion of their public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes or to fund the Company’s working capital requirements, divided by the number of then outstanding public shares.

What vote is required to adopt the Adjournment Proposal?

If presented, the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the special meeting.

What happens if I sell my public shares or units before the special meeting?

The [•], 2024 record date is earlier than the date of the special meeting. If you transfer your public shares, including those shares held as a constituent part of our units, after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. If you transfer your public shares prior to the record date, you will have no right to vote those shares at the special meeting. If you acquired your public shares after the record date, you will still have an opportunity to redeem them if you so decide.

What if I don’t want to vote for the Extension Amendment Proposal, the Trust Amendment Proposal, and/or the Founder Share Amendment Proposal?

If you do not want the Extension Amendment Proposal, the Trust Amendment Proposal, and/or Founder Share Amendment Proposal to be approved, you must abstain, not vote, or vote against the proposal. If the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal are approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the trust account and paid to the redeeming holders.

What if I don’t want to vote for the Adjournment Proposal?

If you do not want the Adjournment Proposal to be approved, you must vote against the proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the vote on the Adjournment Proposal.

Will you seek any further extensions to liquidate the trust account?

Other than the extension until the Extended Date as described in this proxy statement, the Company does not currently anticipate seeking any further extension to consummate its initial business combination, although it may determine to do so in the future.

What happens if the Extension Amendment Proposal, the Trust Amendment Proposal, or the Founder Share Amendment Proposal are not approved?

Table of Contents

to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete an initial business combination by the Deadline Date.

If the Founder Share Amendment Proposal is not approved, the Sponsor will not have the ability to convert the outstanding shares of Class B common stock into shares of Class A common stock as described herein.

If the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal are approved, what happens next?

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will continue to attempt to consummate an initial business combination until the Extended Date.

If the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal are approved, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A hereto. The Company will remain a reporting company under the Exchange Act, and its units, public shares, and public warrants will remain publicly traded. The Company will also execute an amendment to the Trust Agreement in the form of Annex B hereto.

If the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal are approved, the Contributors have agreed they will contribute to the trust account $750,000 into the trust account in accordance with the terms of the Company’s charter for the three month extension from May 22, 2024 to the Amended Date (which amount was previously deposited into, and is currently being held in, the trust account pursuant to the Defective Extension Attempt), and the lesser of (a) $[_] and (b) $[_] into the trust account for each public share that has not been redeemed in accordance with the terms of the Company’s charter for each subsequent one-month Extension. Each Extension Payment will be deposited in the trust account on or prior to the beginning of the additional extension period (or portion thereof), other than the first Extension Payment which was already wired into the trust account in connection with the defective extension attempt by the Sponsor. If the Company extends the time to complete a business combination to May 22, 2025, the Contributors will make aggregate Extension Payments in the amount of $[_] (assuming no public shares are redeemed).

If the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal are approved, the removal of the Withdrawal Amount from the trust account will reduce the amount remaining in the trust account and increase the percentage interest of the Company’s common stock held by our initial stockholders through the founder shares.

If I do not redeem my shares now, would I still be able to vote on an initial business combination and exercise my redemption rights with respect to an initial business combination?

Yes. If you do not redeem your shares in connection with the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal, then, assuming you are a stockholder as of the record date for voting on a business combination, you will be able to vote on the business combination when it is submitted to stockholders. You will also retain your right to redeem your public shares upon consummation of a business combination, subject to any limitations set forth in the charter, as amended.

When and where is the special meeting?

The special meeting will be held at [•] Eastern time, on [•], 2024, in virtual format. The Company’s stockholders may attend, vote and examine the list of stockholders entitled to vote at the special meeting by visiting [•] and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. You may also attend the special meeting telephonically by dialing [•] (toll-free within the United States and Canada) or [•] (outside of the United States and Canada, standard rates apply). The pin number for telephone access is [•]#, but please note that you will not be able to vote or ask questions if you choose to participate telephonically. The special meeting will be held in virtual meeting format only. You will not be able to attend the special meeting physically.

Table of Contents

How do I attend the virtual special meeting, and will I be able to ask questions?

If you are a registered stockholder, you received a proxy card from the Company’s transfer agent, Continental Stock Transfer & Trust Company (“transfer agent”). The form contains instructions on how to attend the virtual annual meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the transfer agent at the phone number or e-mail address below. The transfer agent support contact information is as follows: [•], or email [•].

You can pre-register to attend the virtual meeting starting [•], 2024 at [•] Eastern time. Enter the following URL address into your browser: [•], enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the special meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the special meeting.

Beneficial holders, who own their investments through a bank or broker, will need to contact the transfer agent to receive a control number. If you plan to vote at the special meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the transfer agent will issue you a guest control number with proof of ownership. Either way you must contact the transfer agent for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the special meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the special meeting by dialing [•], within the U.S. and Canada, or [•] (standard rates apply) outside the U.S. and Canada; when prompted enter the pin number [•]#. This is listen only, you will not be able to vote or enter questions during the special meeting.

How do I vote?

If you are a holder of record of Company common stock, including those shares held as a constituent part of our units, you may vote virtually at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend the special meeting virtually, the Company urges you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the special meeting and vote virtually if you have already voted by proxy.

If your shares of Company common stock, including those shares held as a constituent part of our units, are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares virtually at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

How do I change my vote?

If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card prior to the date of the special meeting or by voting virtually at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to the Company at 14 Noblewood Ct, Gaithersburg, MD 20878, Attn: Corporate Secretary.

How are votes counted?

Votes will be counted by the inspector of election appointed for the special meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. Because approval of the Extension Amendment Proposal and the Founder Share Amendment Proposal require the affirmative vote of the stockholders holding at least a majority of the shares of Class A common stock and Class B common stock outstanding on the record date, voting together as a single class, abstentions and broker non-votes will have the same effect as votes against the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal. In addition, because approval of the Trust Amendment Proposal requires the affirmative vote of the stockholders holding 65% of the shares of Class A common stock and Class B common stock outstanding on the record date, voting together as a single class, abstentions and broker non-votes will have the same effect as votes against the Trust Amendment Proposal.

Table of Contents

Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

If my shares are held in “street name,” will my broker automatically vote them for me?

No. Under the rules governing banks and brokers who submit a proxy card with respect to shares held in street name, such banks and brokers have the discretion to vote on routine matters, but not on non-routine matters. It is expected that all proposals to be voted on at the special meeting will be treated as “non-routine” matters and therefore, we do not expect there to be any broker non-votes at the special meeting.

Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name”, you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.

What is a quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares of common stock on the record date, including those shares held as a constituent part of our units, are represented virtually or by proxy at the special meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the special meeting. Because all of the proposals to be voted on at the special meeting are expected to be treated as “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so we do not expect there to be any broker non-votes at the special meeting. If there is no quorum, the presiding officer of the special meeting may adjourn the special meeting to another date.

Who can vote at the special meeting?

Only holders of record of the Company’s common stock, including those shares held as a constituent part of our units, at the close of business on [•], 2024, are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. As of the record date, 7,575,000 public shares and 2,500,000 shares of Class B common stock were outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name. If on the record date your shares or units were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote virtually at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting virtually, the Company urges you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares or units were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting virtually. However, since you are not the stockholder of record, you may not vote your shares virtually at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

What interests do the Company’s directors and executive officers have in the approval of the Extension Amendment Proposal?

The Company’s directors and executive officers have interests in the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal that may be different from, or in addition to, your interests as a stockholder. These interests include ownership by them or their affiliates of founder shares,

Table of Contents

and warrants that may become exercisable in the future, loans by them that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Extension Amendment — Interests of the Company’s Directors and Officers” for a further discussion.

What if I object to the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal and/or the Adjournment Proposal? Do I have appraisal rights?

Stockholders do not have appraisal rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal or, if presented, the Adjournment Proposal under the DGCL.

What happens to the Company’s warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved?

Because the Company did not consummate an initial business combination by the original Deadline Date, as contemplated by the IPO prospectus and in accordance with our charter, if the Extension Amendment Proposal or the Trust Amendment Proposal is not approved, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes or to fund the Company’s working capital requirements (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no distribution from the trust account with respect to our warrants, which will expire worthless in the event the Company winds up.

What happens to the Company warrants and rights if the Extension Amendment Proposal and the Trust Amendment Proposal are approved?

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will continue its efforts to consummate a business combination until the Extended Date and will retain the blank check company restrictions previously applicable to it. The warrants and rights will remain outstanding in accordance with their terms.

How do I redeem my public shares?

If any of the Extension Proposal or the Founder Share Proposal is effected, each public stockholder may seek to redeem all or a portion of his or her public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the approval of the proposals, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes or to fund the Company’s working capital requirements, divided by the number of then outstanding public shares. You will also be able to redeem your public shares in connection with any stockholder vote to approve a business combination, or if the Company has not consummated a business combination by the Extended Date.

Pursuant to our charter, a public stockholder may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if the Extension Amendment Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:

(i) (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares, public warrants and public rights prior to exercising your redemption rights with respect to the public shares; and

Table of Contents

(ii) prior to 5:00 p.m. Eastern time, on [•], 2024 (two business days prior to the scheduled vote at the special meeting), (a) submit a written request, including the name, phone number, and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attn: [•], that the Company redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying public shares, public warrants and public rights prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares, public warrants and public rights, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against the Extension Amendment Proposal and regardless of whether they hold public shares on the record date.

If you hold your shares through a bank or broker, you must ensure your bank or broker complies with the requirements identified herein, including submitting a written request that your shares be redeemed for cash to the transfer agent and delivering your shares to the transfer agent prior to 5:00 p.m. Eastern time on [•], 2024 (two business days before the scheduled vote at the special meeting). You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the relevant proposal and Election.

Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote on the proposals will not be redeemed for cash held in the trust account. In the event that a public stockholder tenders its shares and decides prior to the vote at the special meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the special meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Extension Proposal or the Founder Share Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the applicable proposal will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the matters presented at the special meeting would receive payment of the redemption price for such shares soon after the implementation of such proposal. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

Table of Contents

If I am a unit holder, can I exercise redemption rights with respect to my units?

No. Holders of outstanding units must separate the underlying public shares, public warrants and public rights prior to exercising redemption rights with respect to the public shares.

If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such units into public shares, and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units. See “How do I redeem my public shares?” above.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of common stock.

Who is paying for this proxy solicitation?

The Company will pay for the entire cost of soliciting proxies. The Company has engaged Advantage Proxy, Inc. (“Advantage Proxy”) to assist in the solicitation of proxies for the special meeting. The Company has agreed to pay Advantage Proxy its customary fees. The Company will also reimburse Advantage Proxy for reasonable and customary out-of-pocket expenses. In addition to these mailed proxy materials, our directors and executive officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Where do I find the voting results of the special meeting?

We will announce preliminary voting results at the special meeting. The final voting results will be tallied by the inspector of election and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the special meeting.

Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

99 Acquisition Group Inc.
14 Noblewood Ct
Gaithersburg, MD 20878
Attn: [•]
Email: [•]

You may also contact the Company’s proxy solicitor at:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Toll-Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

Table of Contents

THE SPECIAL MEETING OF STOCKHOLDERS

Date, Time, Place and Purpose of the Special Meeting

The special meeting of stockholders (the “special meeting”) will be held at [•], on [•], 2024. The special meeting will be held virtually, at [•]. At the special meeting, the stockholders will consider and vote upon the following proposals.

1. Extension Amendment Proposal: To amend the Company’s Amended and Restated Certificate of Incorporation to allow the Company to extend the date by which the Company must consummate a business combination (as defined below) from May 22, 2024 (the date that is 9 months from the closing date of the IPO to August 22, 2024 (the date that is 15 months from the closing date of the IPO) and on a monthly basis up to nine times from August 22, 2024 to May 22, 2025 (the date that is 21 months from the closing date of the IPO).

2. Trust Amendment Proposal: To amend the Investment Management Trust Agreement, dated August 17, 2023, by and between the Company and Continental Stock Transfer & Trust Company, to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO if the Company has not completed its initial business combination, from May 22, 2024 (the date that is 9 months from the closing date of the IPO) to August 22, 2024 (the date that is 15 months from the closing date of the IPO) and on a monthly basis up to nine times from the Amended Date to May 22, 2025 (the date that is 21 months from the closing date of the IPO) by depositing (i) $750,000 into the trust account in accordance with the terms of the Company’s charter for the Initial Extension and (ii) the lesser of (a) $[_] and (b) $[_] into the trust account for each public share that has not been redeemed in accordance with the terms of the Company’s charter for each subsequent one-month extension from the Amended Date to the Extended Date.

3. The Founder Share Amendment Proposal: To amend the Company’s charter to provide for the right of a holder of the Company’s Class B common stock, par value $0.0001 per share, to convert into shares of the Company’s Class A common stock, par value $0.0001 per share, on a one-for-one basis at any time, and from time to time, prior to the closing of a business combination at the election of the holder.

4. Adjournment Proposal: A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting if you owned our common stock, including as a constituent part of a unit, at the close of business on [•], 2024, the record date for the special meeting. You will have one vote per share for each share of common stock you owned at that time. Our warrants do not carry voting rights.

At the close of business on the record date, there were 7,575,000 shares of Class A common stock and 2,500,000 shares of Class B common stock outstanding, each of which entitles its holder to cast one vote per share. The warrants do not carry voting rights.

Votes Required

Approval of the Extension Amendment Proposal and the Founder Share Amendment Proposal will require the affirmative vote of holders of a majority of the Company’s Class A common stock and Class B common stock, voting together as a single class, outstanding on the record date. Approval of the Trust Amendment Proposal will require the affirmative vote of holders of 65% of the Company’s Class A common stock and Class B common stock, voting together as a single class, outstanding on the record date.

Table of Contents

Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the special meeting.

If you do not vote (i.e., you “abstain” from voting), your action will have the same effect as an “AGAINST” vote with regards to the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

If you do not want the Extension Amendment Proposal, the Trust Amendment Proposal and/or the Founder Share Amendment Proposal to be approved, you must abstain, not vote, or vote against the proposal. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal or the Founder Share Amendment Proposal would receive payment of the redemption price for such shares soon after the implementation of such proposal.

Voting

You can vote your shares at the special meeting by proxy or virtually.

You can vote by proxy by having one or more individuals who will be at the special meeting vote your shares for you. These individuals are called “proxies” and using them to cast your vote at the special meeting is called voting “by proxy.”

If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.

If you complete the proxy card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above, you will designate Morris Beyda to act as your proxy at the special meeting. One of them will then vote your shares at the special meeting in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable, with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) of the special meeting.

Alternatively, you can vote your shares in person by attending the special meeting virtually.

A special note for those who plan to attend the special meeting and vote virtually: if your shares or units are held in the name of a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You will not be able to vote at the special meeting unless you obtain a legal proxy from the record holder of your shares.

Our Board is asking for your proxy. Giving our Board your proxy means you authorize it to vote your shares at the special meeting in the manner you direct. You may vote for or against any proposal or you may abstain from voting. All valid proxies received prior to the special meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal and, if presented, the Adjournment Proposal, and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the special meeting.

Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Advantage Proxy, at (206) 870-8565 (call collect), (877) 870-8565 (call toll-free), or by sending an email to [•].

Stockholders who hold their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at the special meeting.

Table of Contents

Revocability of Proxies

Any proxy may be revoked by the person giving it at any time before the polls close at the special meeting. A proxy may be revoked by filing with [•], at 99 Acquisition Group Inc., 14 Noblewood Ct, Gaithersburg, MD 20878, either a written notice of revocation bearing a date later than the date of such proxy or a subsequent proxy relating to the same shares or by attending the special meeting and voting virtually.

Simply attending the special meeting will not constitute a revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.

Attendance at the Special Meeting

Only holders of common stock, their proxy holders and guests the Company may invite may attend the special meeting. If you wish to attend the special meeting virtually but you hold your shares or units through someone else, such as a broker, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

Solicitation of Proxies

Your proxy is being solicited by our Board on the proposals being presented to the stockholders at the special meeting. The Company has agreed to pay Advantage Proxy its customary fees. The Company will also reimburse Advantage Proxy for reasonable and customary out-of-pocket expenses. In addition to these mailed proxy materials, our directors and executive officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. You may contact Advantage Proxy at:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Toll-Free: (877) 870-8565
Collect: (206) 870-8565

The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the special meeting, will be borne by the Company.

Some banks and brokers have customers who beneficially own common stock listed of record in the names of nominees. The Company intends to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding common stock is deemed necessary, the Company (through our directors and executive officers) anticipates making such solicitation directly.

Redemption Rights

If the Extension Amendment Proposal or the Founder Share Amendment Proposal is approved, and such proposal is implemented, public stockholders may elect to redeem their shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes or to fund the Company’s working capital requirements, divided by the number of then outstanding public shares. If the Extension Amendment Proposal or the Founder Share Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth in our charter, as amended. In addition, public stockholders who vote for the Extension Amendment Proposal or the Founder Share Amendment Proposal and do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date.

Table of Contents

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST THAT YOUR SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M. EASTERN TIME ON [•], 2024 (TWO BUSINESS DAYS BEFORE THE SCHEDULED VOTE AT THE SPECIAL MEETING). YOU WILL ONLY BE ENTITLED TO RECEIVE CASH IN CONNECTION WITH A REDEMPTION OF THESE SHARES IF YOU CONTINUE TO HOLD THEM UNTIL THE EFFECTIVE DATE OF THE EXTENSION AMENDMENT PROPOSAL, THE FOUNDER SHARE AMENDMENT PROPOSAL AND ELECTION.

Pursuant to our charter, a public stockholder may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if the Extension Amendment Proposal or the Founder Share Amendment Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:

Holders of units must elect to separate the underlying public shares, public warrants and public rights prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares, public warrants and public rights, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against the Extension Amendment Proposal or the Founder Share Amendment Proposal and regardless of whether they hold public shares on the record date.

Through DTC’s DWAC (Deposit/Withdrawal at Custodian) System, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares. Certificates that have not been tendered in accordance with these procedures prior to the vote on the Extension Amendment Proposal and the Founder Share Amendment Proposal will not be redeemed for cash held in the trust account on the redemption date. In the event that a public stockholder tenders its shares and decides prior to the vote at the special meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the special meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and none of the Extension Amendment Proposal or the Founder Share Amendment Proposal is approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder

Table of Contents

promptly following the determination that the proposals will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal or the Founder Share Amendment Proposal would receive payment of the redemption price for such shares soon after the implementation of such proposal. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

If properly demanded, the Company will redeem each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes or to fund the Company’s working capital requirements, divided by the number of then outstanding public shares. Based on the amount in the trust account as of the record date, this would amount to approximately $[•] per share. The closing price of the public shares on the NASDAQ on [•], 2024, the record date, was $[•]. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder receiving approximately $[•] more per share than if such stockholder sold the public shares in the open market. The Company cannot assure public stockholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

If you exercise your redemption rights, you will be exchanging your shares of the Company’s common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer agent prior to 5:00 p.m. Eastern time on [•], 2024 (two business days before the scheduled vote at the special meeting). The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal, or the Founder Share Amendment Proposal would receive payment of the redemption price for such shares soon after the implementation of such proposal.

No Right of Appraisal

The Company’s stockholders do not have appraisal rights under the DGCL in connection with the proposals to be voted on at the special meeting. Accordingly, our stockholders have no right to dissent and obtain payment for their shares.

Other Business

The Company is not currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Special Meeting and with respect to any other matters which may properly come before the special meeting. If other matters do properly come before the special meeting, or at any adjournment(s) of the special meeting, the Company expects that the shares of common stock represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our Board.

Principal Executive Offices

Our principal executive offices are located at 14 Noblewood Ct, Gaithersburg, MD 20878. Our telephone number at such address is (703) 371-4260.

Table of Contents

THE EXTENSION AMENDMENT PROPOSAL

Background

The Extension Amendment

The Company is proposing to amend its charter to extend the date by which the Company must consummate a business combination to the Extended Date.

The sole purpose of the Extension Amendment is to provide the Company with sufficient time to complete an initial business combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension.

Table of Contents

Because the Company did not consummate an initial business combination by the original Deadline Date, as contemplated by the IPO prospectus and in accordance with our charter, if the Extension Amendment Proposal is not approved, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes or to fund the Company’s working capital requirements (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete an initial business combination by the Deadline Date.

A copy of the proposed amendment to the Company’s charter is attached to this proxy statement as Annex A.

Reasons for the Proposal

The Company’s IPO prospectus and charter provide that the Company has until the Deadline Date to complete a business combination. The sole purpose of the Extension Amendment and the Trust Amendment is to provide the Company with sufficient time to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses. As disclosed in the Current Report on Form 8-K filed with the SEC on February 14, 2024, on February 12, 2024, the Company entered into a Merger Agreement by and among Nava, and Merger Sub, pursuant to which Merger Sub will merge with and into Nava with Nava as the surviving corporation of the Merger and becoming a wholly-owned subsidiary of the Company. On February 14, 2024, the Company filed a Registration Statement on Form S-4 in connection with the Merger, which was subsequently amended on April 26, 2024. The Registration Statement has not been declared effective by the SEC. The Company believes that given the Company’s expenditure of time, effort and money in connection with the Merger, circumstances warrant providing public stockholders an opportunity to consider the Merger and related transactions. Accordingly, our Board believes that the Extension is necessary in order for the Company to be able to continue pursuing the Merger with Nava. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the Deadline Date in order to provide our stockholders with the opportunity to participate in the prospective investment. Without the Extension, the Company will not be able to complete a business combination and would be forced to liquidate.

If the Extension Amendment Proposal is Not Approved

Stockholder approval of the Extension Amendment Proposal is required for the implementation of our Board’s plan to extend the date by which we must consummate an initial business combination. Therefore, our Board will abandon and not implement the Extension Amendment unless our stockholders approve the Extension Amendment Proposal.

Because the Company did not consummate an initial business combination by the original Deadline Date, as contemplated by the IPO prospectus and in accordance with our charter, if the Extension Amendment Proposal is not approved, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes or to fund the Company’s working capital requirements (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event the Company winds up.

Table of Contents

The holders of the founder shares have waived their rights to participate in any liquidation distribution with respect to such shares. There will be no distribution from the trust account with respect to the Company’s warrants, which will expire worthless in the event the Extension Amendment Proposal is not approved. The Company will pay the costs of liquidation from its remaining assets outside of the trust account. If such funds are insufficient, the Sponsor has agreed to advance it the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses.

If the Extension Amendment Proposal is Approved

If the Extension Amendment Proposal is approved, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A hereto to extend the time it has to complete a business combination until the Extended Date. The Company will remain a reporting company under the Exchange Act, and its units, common stock and public warrants will remain publicly traded. The Company will then continue to work to consummate a business combination by the Extended Date.

You are not being asked to vote on a business combination at this time. If any of the Extension Proposal, or the Founder Share Proposal is effected and you do not elect to redeem your public shares in connection with the Extension, you will retain the right to vote on a business combination when it is submitted to the public stockholders (provided that you are a stockholder on the record date for a meeting to consider a business combination) and the right to redeem your public shares for a pro rata portion of the trust account in the event a business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

If the Extension Amendment Proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account following the Election. The Company cannot predict the amount that will remain in the trust account after such withdrawal if the Extension Amendment Proposal is approved and the amount remaining in the trust account may be only a fraction of the $[•] (including interest but less the funds used to pay taxes and for working capital requirements) that was in the trust account as of the record date. In such event, the Company may still seek to obtain additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

Interests of the Company’s Directors and Executive Officers

When you consider the recommendation of our Board, you should keep in mind that the Company’s executive officers and directors, and their affiliates, have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

• If the Extension Amendment Proposal is not approved by the Deadline Date, NNAG will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and the NNAG Board, dissolving and liquidating. In such event, the 2,500,000 founder shares held by the Sponsor would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $[_] based upon the closing price of $[_] per share on the Nasdaq on [_], 2024, the record date for the special meeting. As a result of the nominal price of $[_] per founder share paid by the Sponsor compared to the recent market price of NNAG’s Class A common stock, the Sponsor and its affiliates are likely to earn a positive rate of return on their investments in the founder shares even if the holders of NNAG’s Class A common stock experience a negative rate of return on their investments in the Class A common stock.

• The Sponsor purchased an aggregate of 2,865,500 private placement warrants from NNAG for an aggregate purchase price of $2,865,500 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the NNAG IPO. A portion of the proceeds NNAG received from these purchases were placed in the trust account. Such warrants had an aggregate market value of approximately $[_] based upon the closing price of $[_] per warrant on the Nasdaq on [_], 2024, the record date for the special meeting. The private placement warrants will become worthless if the Extension Amendment Proposal is not approved.

Table of Contents

• The Sponsor may loan to NNAG additional funds for working capital purposes prior to the consummation of an initial business combination. As of [_], 2024, there was $[_] outstanding under promissory notes issued to the Sponsor to fund working capital. From time to time, affiliates of the Sponsor advance funds to NNAG or pay expenses on behalf of NNAG for formation and operating costs. As of [_], 2024, the outstanding balance due was $[_]. If the Extension Amendment Proposal is not approved and the Company is forced to liquidate, then there will likely be insufficient funds to repay the advances and pay amounts due under the promissory notes;

• If NNAG is unable to complete a business combination within the completion window, its executive officers will be personally liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by NNAG for services rendered or contracted for or products sold to NNAG. If NNAG consummates a business combination, on the other hand, NNAG will be liable for all such claims.

• Unless NNAG consummates an initial business combination, NNAG’s officers and directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account. NNAG’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on NNAG’s behalf, such as identifying and investigating possible business targets and business combinations. As of the date of this proxy statement/prospectus, such reimbursement is estimated to be approximately $[_] in the aggregate. However, if NNAG fails to consummate a business combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, NNAG may not be able to reimburse these expenses if the Transactions or another business combination, are not completed within the completion window.

• All rights specified in the charter relating to the right of officers and directors to be indemnified by the Company, and of the Company’s executive officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If a business combination is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions.

• All of the current members of our Board are expected to continue to serve as directors at least through the date of the special meeting to approve a business combination and some may continue to serve following a business combination and receive compensation thereafter.

Additionally, if the Extension Amendment Proposal is approved and we consummate an initial business combination, the Sponsor, officers and directors may have additional interests as will be described in the proxy statement for the business combination.

Required Vote

The affirmative vote by holders of a majority of the Company’s outstanding Class A common stock and Class B common stock, voting together as a single class, is required to approve the Extension Amendment. If the Extension Amendment Proposal is not approved, the Extension Amendment will not be implemented and the Company will be required by its charter to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust Account and not previously released to the Company to pay taxes or to fund the Company’s working capital requirements (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law.

Table of Contents

All of the Company’s initial stockholders are expected to vote any common stock owned by them in favor of the Extension Amendment. On the record date, the initial stockholders beneficially owned and were entitled to vote 2,500,000 founder shares, representing 25% of the Company’s issued and outstanding common stock.

In addition, the Company’s initial stockholders or advisors, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the open market prior to or following the special meeting, although they are under no obligation to do so. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NASDAQ rules. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals to be voted upon at the special meeting is approved by the requisite number of votes and to reduce the number of public shares that are redeemed. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Extension Amendment Proposal and Trust Amendment Proposal and elected to redeem their shares for a portion of the trust account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Amendment Proposal and Trust Amendment Proposal. None of the initial stockholders, advisors or their respective affiliates may make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.

Recommendation

As discussed above, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment Proposal is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment Proposal.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL. OUR BOARD EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES.

The existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Extension Amendment — Interests of the Company’s Directors and Officers” for a further discussion.

Table of Contents

THE TRUST AMENDMENT PROPOSAL

Overview

The Company entered into the Trust Agreement in connection with the IPO and a potential business combination.

The Trust Amendment would amend the Trust Agreement to authorize the Extension as contemplated by the Extension Amendment Proposal. A copy of the proposed Trust Agreement Amendment is attached to this proxy statement as Annex B. All stockholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

Reasons for the Proposal

The purpose of the Trust Amendment Proposal is to authorize the Extension under the Trust Agreement, as the Extension is not contemplated under the Trust Agreement’s current terms.

We believe that given the Company’s expenditure of time, effort and money on pursuing an initial business combination, circumstances warrant providing public stockholders an opportunity to consider a business combination. For the Company to implement the Extension, the Trust Agreement must be amended to authorize the Extension.

Vote Required for Approval

The affirmative vote by holders of a 65% of the Company’s outstanding Class A common stock and Class B common stock, voting together as a single class, is required to approve the Trust Amendment.

If you do not vote, you abstain from voting or you fail to instruct your broker or other nominee as to the voting of shares you beneficially own, your action will have the same effect as a vote “AGAINST” the Trust Amendment Proposal. If you do not want the Trust Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the Trust Amendment Proposal.

The Company’s initial stockholders and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of the Trust Amendment Proposal.

Recommendation

Our Board has determined that the Trust Amendment Proposal is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable adoption of the Trust Amendment Proposal.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE TRUST AMENDMENT PROPOSAL.

Table of Contents

THE FOUNDER SHARE AMENDMENT PROPOSAL

Overview

This is a proposal to amend our charter to allow the initial stockholders to convert the Class B common stock into Class A common stock on a one-for-one basis at any time prior to the closing of the Company’s initial business combination. The initial stockholders will continue to be subject to the same restrictions as holders of the Class B common stock before the conversion including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a business combination as described in the Company’s final prospectus dated August 17, 2023, filed with the SEC in connection with its IPO. The text of the proposed amendment is set forth in Annex A to this proxy statement.

Reasons for the Founder Share Amendment Proposal

The Board believes the opportunity to consummate a business combination is in the best interests of the Company and its stockholders.

The Company believes stockholders will benefit from the Company consummating a business combination. The Company is proposing the Founder Share Amendment Proposal because it believes it is in the best interest of the Company to allow increased flexibility for the Sponsor to convert its shares into public shares on a one-for-one basis and that may aid the Company in retaining investors and meeting continued listing requirements necessary to continue to pursue a business combination. Without the Founder Share Amendment, the Company believes that it may be more difficult to complete a business combination. If that were to occur, the Company would be forced to liquidate.

If the Founder Share Amendment Proposal Is Not Approved

If the Founder Share Amendment Proposal is not approved and there are significant requests for redemption, such redemption may prevent the Company from being able to extend the time available to consummate a business combination. The Company believes that it is in the best interest of the Company to allow increased flexibility for the Sponsor to convert its shares into public shares and that may aid the Company in retaining investors and meeting continued listing requirements necessary to continue to pursue a business combination. If the Founder Share Amendment Proposal is not approved, the Company believes that it may be more difficult to complete a Business Combination. If we were not able to complete a Business Combination, then the Company would be forced to liquidate.

If the Founder Share Amendment Proposal Is Approved

If the Founder Share Amendment Proposal is approved, the Company intends to file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A hereto, to allow the initial stockholders to convert the Class B common stock into Class A common stock on a one-for-one basis at any time prior to the closing of the business combination. The Company will then continue to work to consummate a business combination by the Extended Date.

Vote Required for Approval

The approval of the Founder Share Amendment Proposal requires the affirmative vote by holders of a majority of the Company’s outstanding Class A common stock and Class B common stock, voting together as a single class.

If you do not vote, you abstain from voting or you fail to instruct your broker or other nominee as to the voting of shares you beneficially own, your action will have the same effect as a vote “AGAINST” the Founder Share Amendment Proposal. If you do not want the Founder Share Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the Founder Share Amendment Proposal.

Table of Contents

Resolution

The text of the proposed amendment to be put to stockholders to consider and vote upon at the special meeting in relation to the Founder Share Amendment Proposal is set forth in Annex A to this proxy statement.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE COMPANY’S STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE FOUNDER SHARE AMENDMENT PROPOSAL.

Table of Contents

THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow our Board to adjourn the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the Extension Amendment Proposal, the Trust Amendment Proposal, and/or the Founder Share Amendment Proposal. The Adjournment Proposal will be presented to our stockholders only in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal, and/or the Founder Share Amendment Proposal.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the special meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal, and/or the Founder Share Amendment Proposal.

Required Vote

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the Company’s stockholders represented in person (including virtually) or by proxy at the special meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or in person (including virtually) at the special meeting or an abstention will have no effect on the outcome of the vote on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

Recommendation

As discussed above, after careful consideration of all relevant factors, our Board has determined that the Adjournment Proposal is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable the adoption of the Adjournment Proposal.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ADJOURNMENT PROPOSAL.

Table of Contents

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of [•], 2024, the record date of the special meeting, by:

• each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

• each of our executive officers and directors; and

• all our executive officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the public warrants or private placement warrants as these warrants are not exercisable within 60 days of the date of this proxy statement.

The beneficial ownership of our common stock is based on 10,075,000 shares of common stock issued and outstanding as of [•], 2024, consisting of 7,575,000 shares of Class A common stock and 2,500,000 founder shares.

Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned	Approximate Percentage of Outstanding Common stock
Hiren Patel(2)	2,500,000	24.81
Eric Crowe	—	—
Anil Patibandla	—	—
Mike Barwis	—	—
Mike Battle	—	—
Tim Wertner	—	—
Bill Rucker	—	—
All directors and executive officers as a group (seven individuals)	2,500,000	24.81	%
99 Acquisition Sponsor LLC(2)	2,500,000	24.81	%

____________

* Less than one percent.

(1) Unless otherwise noted, the business address of each of the following entities or individuals is 14 Noblewood Ct, Gaithersburg, MD 20878.

(2) 99 Acquisition Sponsor LLC, our sponsor, is the record holder of the securities reported herein. Hiren Patel is the manager of our sponsor. By virtue of this relationship, Mr. Patel may be deemed to have beneficial ownership of the securities held of record by our sponsor. Mr. Patel disclaims any such beneficial ownership except to the extent of his pecuniary interests.

Table of Contents

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Pursuant to the rules of the SEC, the Company and its agents that deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of the Company’s proxy statement. Upon written or oral request, the Company will deliver a separate copy of the proxy statement to any stockholder at a shared address who wishes to receive separate copies of such documents in the future. Stockholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Stockholders may notify the Company of their requests by emailing or writing the Company at the Company’s principal executive offices at 14 Noblewood Ct, Gaithersburg, MD 20878, Attn: Corporate Secretary.

Table of Contents

WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet web site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file electronically with the SEC at http://www.sec.gov.

You may obtain additional copies of this proxy statement, at no cost, and you may ask any questions you may have about the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal or the Adjournment Proposal by contacting us at the following address or email:

99 Acquisition Group Inc.
14 Noblewood Ct
Gaithersburg, MD 20878
Attn: [•]
Email: [•]

You may also obtain these documents at no cost by requesting them in writing or by telephone from the Company’s proxy solicitation agent at the following address and telephone number:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Toll Free: 877-870-8565
Collect: 206-870-8565

In order to receive timely delivery of the documents in advance of the special meeting, you must make your request for information no later than [•], 2024 (one week prior to the date of the special meeting).

Table of Contents

ANNEX A

PROPOSED CERTIFICATE OF AMENDMENT TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

99 ACQUISITION GROUP INC.

99 Acquisition Group Inc., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

1. The name of the corporation is 99 Acquisition Group Inc.

2. The date of filing of the corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was June 14, 2022 and the date of filing the corporation’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware was August 17, 2023 (the “Amended and Restated Certificate of Incorporation”).

3. The Board of Directors of the corporation has duly adopted resolutions setting forth proposed amendments to the Amended and Restated Certificate of Incorporation, declaring said amendment to be advisable and in the best interests of the corporation and its stockholders and authorizing the appropriate officers of the corporation to solicit the consent of the stockholders therefor, which resolutions setting forth the proposed amendment are substantially as follows:

RESOLVED, that Section 4.3(b)(i)of Article IV of the Amended and Restated Certificate of Incorporation is hereby deleted in its entirety and replaced by the following:

“(i) Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) by the holder, in its sole discretion, prior to the closing of the Business Combination.”

RESOLVED, that Section 9.1(b) of Article IX of the Amended and Restated Certificate of Incorporation is hereby amended and restated as follows:

“(b)** Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 22, 2023, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 12 months from the date of the closing of the Offering (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open) (the “Deadline Date”); provided that upon the Corporation’s or Sponsor’s request, the Corporation may extend the Deadline Date up to nine times, by a period of one month each time, but in no event to a date later than May 22, 2025, in each case, in accordance with Section 9.2(d) hereof and (iii) the redemption of shares in connection with a vote seeking (a) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination or amendments to this Second Amended and Restated Certificate prior thereto or to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7 ). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

Annex A-1

Table of Contents

RESOLVED, that Section 9.2(d) of Article IX of the Amended and Restated Certificate of Incorporation is hereby deleted in its entirety and replaced by the following:

“(d) In the event that the Corporation has not consummated an initial Business Combination by the Deadline Date, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. In the event that the Corporation has not consummated an initial Business Combination by the Deadline Date, the Board of Directors, may, if requested by the Sponsor, extend the period of time to consummate a Business Combination up to nine times on a monthly basis in accordance with the procedures set forth in the Trust Agreement.”

4. That thereafter, said amendment was duly adopted by the affirmative vote of the holders of at least a majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the DGCL.

Annex A-2

Table of Contents

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed this day of [•], 2024.



Name: Hiren Patel
Title: Chief Executive Officer

Annex A-3

Table of Contents

ANNEX B

PROPOSED AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT

THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of [•], 2024, by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated August 17, 2023, by and between the parties hereto (the “Trust Agreement”).

WHEREAS, Section 6(d) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding shares of Common Stock and Class B common stock, par value $0.0001 per share, of the Company, voting together as a single class;

WHEREAS, the Company obtained the requisite vote of the stockholders of the Company to approve this Amendment; and

WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Amendment to Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes or to fund the Company’s working capital requirements (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses in the case of a Termination Letter in the form of Exhibit B hereto), only as directed in the Termination Letter and the other documents referred to therein; or (y) August 22, 2024 (the “Deadline Date”) (provided that the Board, in its discretion, upon written notice to the Trustee, may extend the Deadline Date by one month on up to nine occasions (each, a “Monthly Extension”), but in no event to a date later than May 22, 2025 (or, in each case, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date, the next date upon which the Office of the Delaware Division of Corporations shall be open)) if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes or to fund the Company’s working capital requirements (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that the Company or 99 Acquisition Sponsor LLC (or their respective affiliates or permitted designees) will deposit into the Trust Account (i) $750,000 on or prior to the date hereof for each issued and outstanding share of the Company’s Class A common stock, par value $0.0001 per share, issued in the Offering (each, a “Public Share”) and (ii) the lesser of (a) $[_] and (b) $[_] for each issued and outstanding Public Share that has not been redeemed for each Monthly Extension; provided further, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the

Annex B-1

Table of Contents

Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;”

2. Amendment to Definitions.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. The following defined term in the Trust Agreement shall be amended and restated in their entirety:

“Trust Agreement” shall mean that certain Investment Management Trust Agreement, dated August 17, 2023, by and between 99 Acquisition Group Inc. and Continental Stock Transfer & Trust Company, as amended by Amendment No. 1 to the Investment Management Trust Agreement, dated [•], 2024; and

3.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.

3.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

3.3. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

3.4. Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

3.5. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

3.6. Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

[Signature Page to Follow]

Annex B-2

Table of Contents

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.

99 ACQUISITION GROUP INC.

Name: Hiren Patel
Title: Chief Executive Officer

CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
as Trustee

Name:
Title:

Annex B-3

Table of Contents

PROXY CARD

99 ACQUISITION GROUP INC.
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [__________], 2024: The Proxy Statement is available at [____________________]

The undersigned hereby appoints Hiren Patel as proxy of the undersigned to attend the Special Meeting of Stockholders (the “Special Meeting”) of 99 Acquisition Group Inc. (the “Company”), to be held via virtual meeting as described in the Proxy Statement on [__________], 2024 at [_] a.m. Eastern time, and any postponement or adjournment thereof, and to vote as if the undersigned were then and there personally present on all matters set forth in the Notice of Special Meeting, dated [__________], 2024 (the “Notice”), a copy of which has been received by the undersigned, as follows:

1. PROPOSAL 1. EXTENSION AMENDMENT — To amend (the “Extension Amendment”) the Company’s Amended and Restated Certificate of Incorporation (our “charter”) to allow the Company to extend the date by which the Company must consummate a business combination (as defined below) (the “Extension”) from May 22, 2024 (the date that is 9 months from the closing date of the Company’s initial public offering of units (the “IPO”)) to August 22, 2024 (the date that is 12 months from the closing date of the IPO) (the “Amended Date”) and on a monthly basis up to nine times from the Amended Date to May 22, 2025 (the date that is 21 months from the closing date of the IPO).

For ☐ Against ☐ Abstain ☐

2. PROPOSAL 2. TRUST AMENDMENT PROPOSAL — To amend (the “Trust Amendment”) the Investment Management Trust Agreement, dated August 17, 2023 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (the “trust account”) if the Company has not completed its initial business combination, from May 22, 2024 (the date that is 9 months from the closing date of the IPO) to August 22, 2024 (the date that is 12 months from the closing date of the IPO) (the “Initial Extension”) and on a monthly basis up to nine times from the Amended Date to May 22, 2025 (the date that is 21 months from the closing date of the IPO) by depositing (i) $750,000 into the trust account in accordance with the terms of the Trust Agreement and (ii) the lesser of (a) $[_] and (b) $[_] into the Trust Account for each public share that has not been redeemed in accordance with the terms of the Trust Agreement for each subsequent one-month extension from the Amended Date to the Extended Date.

For ☐ Against ☐ Abstain ☐

3. PROPOSAL 3. FOUNDER SHARE AMENDMENT PROPOSAL — To amend the Company’s charter to provide for the right of a holder of the Company’s Class B common stock, par value $0.0001 per share, to convert into shares of the Company’s Class A common stock, par value $0.0001 per share, on a one-for-one basis at any time, and from time to time, prior to the closing of a business combination at the election of the holder.

For ☐ Against ☐ Abstain ☐

4. PROPOSAL 4. ADJOURNMENT PROPOSAL — To approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal.

For ☐ Against ☐ Abstain ☐

NOTE: IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENT(S) THEREOF.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ABOVE. IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL AND, AT THE DISCRETION OF THE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.

Dated:
		Signature of Stockholder

		PLEASE PRINT NAME

		Certificate Number(s)

		Total Number of Shares Owned

Sign exactly as your name(s) appears on your stock certificate(s). A corporation is requested to sign its name by its President or other authorized officer, with the office held designated. Executors, administrators, trustees, etc., are requested to so indicate when signing. If a stock certificate is registered in two names or held as joint tenants or as community property, both interested persons should sign.

PLEASE COMPLETE THE FOLLOWING:

I plan to attend the Special Meeting (Circle one): Yes No

Number of attendees: ____________

PLEASE NOTE:

STOCKHOLDER SHOULD SIGN THE PROXY PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE TO ENSURE THAT IT IS RECEIVED BEFORE THE SPECIAL MEETING. PLEASE INDICATE ANY ADDRESS OR TELEPHONE NUMBER CHANGES IN THE SPACE BELOW.

99 Acquisition (NNAG) PRE 14APreliminary proxy